Farmland Partners Inc.

Good day and welcome to the Farmland Partners, Inc. Second Quarter 2020 Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference question by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on a touch-tone phone. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Paul Pittman, Chairman and CEO. Please go ahead, sir.

Good morning, and welcome to the Farmland Partners second quarter 2020 earnings conference call and webcast. We truly appreciate you taking the time to join us for these calls, because we see them as a very important opportunity to share with you our thinking and our strategy in a format less formal and more interactive than public filings and press releases. With me this morning is Luca Fabri, the company's chief financial officer. I will now turn over the call to Luca for some customary preliminary remarks. Luca?

Thank you, Paul, and thank you all who are listening to this webcast live or recorded. The press release announcing our seven-quarter earnings was distributed earlier this morning. A replay of this call will be available shortly after the conclusion of the call through August 24, 2020. The phone numbers to access the replay are provided in the earnings press release. For those who listened to the rebroadcast of this presentation, we remind you that the remarks made herein are as of today, August 10, 2020, and have not been updated subsequent to this initial earnings call. During this call, we will make forward-looking statements, including statements related to the future performance of our portfolio, our identified and potential acquisitions and dispositions, impact of acquisitions, dispositions, and financing activities, as well as comments on our outlook for our business, friends, and the broader agricultural markets. We will also discuss certain non-GAAP financial measures, including net operating income, FFO, adjusted FFO, EBITDA REIT, and adjusted EBITDA REIT. Definitions of these non-gap measures, as well as reconciliations to the most comparable gap measures, are included in the company's press release announcing second quarter earnings, which is available on our website, www.farmlandpartners.com, and is furnished as an exhibit to our current report on Formula K, dated as of this morning. Listeners are cautioned that these statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations, and we advise listeners to review the risk factors discussed in our press release this morning before market opens and in documents we have filed with or furnished to the SEC. I would now like to turn the call back to our Chairman and CEO, Paul Pittman. Paul? Thank you, Luca.

So several different points I want to cover in this morning's call. First, there will be some discussion of the market generally, our performance specifically, and then we're going to spend a few moments discussing the ongoing litigation that the company is involved in. So first, turning to land values, we did see the USDA land values survey come out a couple of days ago. It was, in fact, last Thursday. We did a press release related to the fair value adjustment that is a part of our preferred Series B. Direct you to that press release for the specifics. The punchline is that farmland values on a nationwide basis were essentially flat year over year 2019 to 2020. For our particular 16-state, 17-state portfolio at the time we issued the preferred, we are slightly up. That would be what one would expect to see, given what's going on in the farm economy, that we're largely flat. In the last few years, just to refresh your memory, we've been in the neighborhood of 1% to 2% growth per annum in land values. This year is a little bit behind that. My own view is with all the economic stimulus that's occurring, we will see farmland values begin to appreciate due to the expectation of inflation, but we'll know for sure a year from now. Looking at performance of tenants and how those things are going, As far as the primary grains, crop prices are low by last five-year historical standards, but yields are likely to be very, very high. I think it'll turn out to be an okay year when you balance those things. Farmers continue to face some level of financial stress because it's been now – five plus years since they had a really good year in terms of profitability. Turning to the specialty crops, hitting kind of the four or five major crop types that we have in our specialty portfolio. Almond pricing is lower than the prior year, but the yields are the same or better. Pistachios, similar or slightly lower price and the crop is similar to the prior year. Walnuts, the price is down, but the crops are pretty strong. And again, similar or slightly better than past years. In citrus, the prices and the crops were strong for the citrus harvest this year. And for wine grapes, as many of you may know, the prices are actually terrible. It's a historical low in many cases for some of the wine grape varieties, and the crop is pretty good. I say that and I cover it because it relates to the crop shares that we may get later in the year. I think this will turn out to be a fair year from the performance of our specialty portfolio, but certainly not a great year due to the couple of the commodities having a very, very difficult price environment. When you look at effective COVID on the company, I use this statistic not because it is by any means a perfect statistic, but it's the one we used last quarter. And it gives a quick representation of whether we're feeling the effect of COVID in the portfolio. Our cash collections are about 98% of where they were at this time last year. I would say that's essentially the same as last year. The way that statistic works and the timing of when exactly when various payments come in, 98%, 102%, it's all in the zone of the same as prior years. That is consistent with what we feel. We are an industry where COVID is not a significant factor. but the other general issues affecting agriculture do affect our tenants in our portfolio, but COVID in particular, just not that big a factor. If we, you know, go forward in terms of what the strategy of the company will continue to be in the future quarters, it will continue to gradually sell assets and repurchase our stock and preferred We will continue to do that, as I've said in the past, until such time as we feel like our stock price more accurately represents net asset value. Now turning to the litigation. The biggest single event for the company in this quarter was the advancement in what we have historically called the Rota-Fortunee lawsuit. related to the short and distort attack that was put against the company in the summer of 2018. What has occurred is that there was a release of the name of the person who wrote the article. The court required Quinton Matthews, that's who wrote it fortunately, is to release his name, and we were allowed to depose Quinton. Mr. Matthews, and to get some additional discovery. What has come from that is really the following, but let me preface it by first saying, as we have always said, we have no problem with people taking short positions on our stock if they happen to disagree with our point of view with regard to any important factor affecting agriculture or the ownership of land agriculture or things like that. Legitimate traders do disagree with our outlook for commodity prices, for rents, for land values. And if that's your perspective, feel free to short our stock. But we do believe that illegal market manipulation is a different matter. It has the opposite effect. of fair and open price discovery. That is really why I am supportive of legitimate short trading. In this particular case, based on our initial review of discovery, we now believe that the record clearly supports our position that the companies and its shareholders were the victim of an illegal market manipulation scheme in July of 2018. This led to a 40% decline in the stock and led to litigation by class action attorneys against the company. As I said a few moments ago, we have identified Rota Fortuna as Quentin Matthews, and we have also identified additional parties who we believe worked with Matthews to profit from big short bets timed with the attack. We have amended our complaint to add the following parties. We believe those co-conspirators to be Sabre Point Management LP, and George Baxter and Donald Marchione, who are employees of Sabre Point. We continue to believe their conduct was illegal, and we will continue to pursue those responsible for a full recovery for the company and its shareholders. Mr. Matthews is not some sort of market visionary on a quest to uncover improper behavior at companies. Rather, he is a low-budget hired gun tasked with writing a defamatory article to assist in a short and distort scheme. Based on the email discovery that we have received, our complaint alleges that Sabre Point brought the idea to Mr. Matthews and assisted Matthews regarding the drafting of the posting. While Mr. Matthews has attempted to remain anonymous for nearly two years of pending litigation, the court, after denying Matthews' motion to dismiss, said he can no longer remain behind the First Amendment right to anonymity. There is a well-known playbook for short and distort schemes, and we believe Matthews and his co-conspirators played it to a tee. They have done this before to other companies, and they will do it again unless we or some other victim holds them accountable. This pattern of behavior should upset all legitimate market participants, whether on the long side or the short side, and should eventually attract the attention of law enforcement entities. With that, I will turn it back over to you, Luca, for some additional comments.

Thank you, Paul. Just I will run as usual through some quick financial highlights related to the quarter. In the second quarter this year, we recorded total revenues of $10.5 million versus 10.9 in the same period last year. We recorded also total operating income of 3.7 million versus 4 million last year. And the basic net loss to common stockholders of 10 cents per share versus a net income to common stockholders of 9 cents per share in the same quarter last year. This difference specifically was driven largely by net gains on dispositions that we did in the second quarter of last year. And we also recorded in this quarter AFFO per share of negative 4 cents versus negative 5 cents in the same period last year. As usual, I just want to give a quick reminder about the high seasonality in GAAP results in our business. A large portion of operating revenues gets recorded in the fourth quarter in relation to variable leases, variable rent leases, and therefore the individual quarters are never really indicative of the expected performance for the company for the full year. As Paul mentioned, last Thursday we also issued a press release with the kind of annual results of the USDA land value survey is applied to our Series B preferred stock. The small increase in the value of our portfolio pushed the final value appreciation amount for our Series B preferred to 80 cents per share. I remind you that this is a cumulative amount for the whole life of the preferred, you know, bringing the notional face value of the preferred stock as of today to $25.80. Of course, please refer to the prospectus of the Series B preferred for all the fine print. In the second quarter, we also repurchased about 270,000 shares of common stock and approximately 92,000 shares of Series B preferred. The investment in all stock repurchases was approximately 3.9 million in the quarter. And finally, the current fully diluted share count as of today is 31,499,735 shares. This concludes my remarks on our operating performance for the second quarter of 2020. Thank you for your time this morning and your interest in Permanent Partners. Operator, we would like to begin the question and answer session.

Thank you. To ask a question, you may press star then 1 on the touchtone phone. To remove yourself from the queue, please press star then 2. Once again, ladies and gentlemen, that's star then 1 if you have a question. Today's first question comes from Rob Stevenson with JANI. Please go ahead.

Good morning, guys. Paul, can you talk about what drove the acquisition disposition trades during the quarter, and how did you evaluate, you know, I know it wasn't a ton of money, but buying farms versus buying back more of your stock or preferred at this point?

Thank you, Rob, and good morning. So the general strategy that the company is following, and obviously there's exceptions to this, but the general way we are looking at things, Because on the acquisition front, we are making add-on acquisitions at this point, meaning that a property we acquire needs to be very close to a farm we already own, in some cases literally adjoining that farm. Or if we had a very good tenant who brought us a great idea, we would view that as an add-on because it's the same tenant that we want to expand with. But beyond that, you know, unless there was an incredibly good deal, we're not likely to be strong acquirers at this point in time because the stock price remains depressed. And so that's really how we evaluate things. So unless we have an, you know, add-on acquisition ready to go, we will end up devoting the resources we get from asset sales to the repurchases of either the common or the Series B preferred. I think that'll be our strategy. You know, for the foreseeable future, although things could always change, as I said in my prepared remarks, generally speaking, until we see stock price get back up closer to NAV, we are likely to be weighted toward repurchasing our securities.

Okay. And then, Luca, can you talk about what you've spent over the last few years dealing with Road to Fortune and stuff, and what do you expect to spend here over the remainder of 2020?

We don't really have this detail fully articulated out in our public filings, but, Paul, perhaps you want to kind of address it at a higher level?

Yeah. Do we do we I don't remember in the P&L specifically, we have a legal and accounting line. We do Rob, that's the best place to look for it. You know, I don't want to go beyond what we've already put in the public domain on this call. Unless we you know, we're not all in the same room in this COVID environment. So I want to I would want us to talk about it before we release that number. As far as going forward. Um, We will continue to spend on this as long as we believe financial recovery is possible. We're not doing this for recreational purposes. We did believe there were well-heeled investors behind this. We've now discovered at least one of them. We think there are probably more. We're going to run this to the ground and try to get some of our losses back for the company and the shareholders. This was an incredibly damaging event to this company. I would argue that we might be double our size or triple our size at this point had this not occurred. That would have had very positive benefits for shareholders in terms of economies of scale and all sort of the rest of efficiencies that would have come with that size. These losses are very real. and they were, in our view, driven by someone engaging in an illegal short and distort scheme, ready to, frankly, pick the pockets of the legitimate shareholders for their short-term gain using inappropriate illegal means. So we're going to stay after it. I'm not likely to let up at all.

Okay. And then last one from me. Can you talk about what percentage of your leases today has you know, the participating rents or the overages where, you know, later in the year it might wind up giving you, you know, outsized earnings as a result?

Yeah, so in a general sense in the portfolio, we are around 80% cash and 20% some form of crop share. There's occasionally leases that are 100% crop share and And then some of the cash leases will have a small portion of the crop share. But in broad brush, think of it as 80-20. But importantly, there is a – as you recall, we did that large, large Olin transaction a couple years back. That is a 100% crop share lease, and that is a very substantial – lease payment that comes in in the fourth quarter. You know, that was, as you may or may not recall, it's $110 million acquisition price. It's all specialty crops. And, you know, it's a pretty strong return. You know, it's a six cap kind of seven cap bracket sort of deal in terms of its return. And so it's a You know, it's a very, very good transaction for us, and that all comes in the fourth quarter.

Okay. Thanks, guys. Appreciate it.

And actually, just a quick add. At this point, we are closer to 75% fixed, 25% buyable.

Okay. That's helpful, guys. Thank you.

And, ladies and gentlemen, as a reminder, if you'd like to ask a question, please press star, then 1. We will pause momentarily to assemble our rosters. And ladies and gentlemen, this concludes the question and answer session. I'd like to turn the conference back over to the management team for any final remarks.

I don't have any further remarks other than to thank you for all participating in our earnings call today. If you have any further questions or inquiries, feel free to reach out to the company or directly to Luca or I. Thank you very much.

And thank you, sir. This concludes today's conference call. We thank you all for attending today's presentations. You may now disconnect your lines and have a wonderful day.